Waters Corporation · Earnings release

For Immediate Release

Contact: Caspar Tudor, Head of Investor

Waters Corporation (NYSE: WAT) Reports Second Quarter 2025

Financial Results

Highlights

•

Sales of $771 million exceeded guidance range; grew 9% as reported and 8% in constant

currency

•

GAAP EPS of $2.47 and non-GAAP EPS of $2.95, above mid-point of guidance range

•

Instruments grew mid-single-digits in constant currency, led by

high-single-digit LC and MS growth – with continued strength in instrument replacement, particularly among large pharma and CDMO customers

•

Recurring revenue grew 11% in constant currency, with 9% service growth and double-digit chemistry growth

•

In constant currency, Pharma grew 11% and Industrial grew 6%, while Academic &

Government declined 3%, performing better than expected

•

Raising full-year 2025 constant currency sales growth guidance to +5.5% to +7.5% and raising full-year 2025 non-GAAP EPS guidance to $12.95 to $13.05

MILFORD, Mass., August 4, 2025 - Waters Corporation (NYSE: WAT), today announced its financial results for the second quarter of 2025.

Sales for the second quarter of 2025 were $771 million, an increase of 9% as reported and 8% in constant currency, compared to sales of $709 million for the

On a GAAP basis, diluted earnings per share (EPS) for the second quarter of 2025 was $2.47, compared to $2.40 for the second

quarter of 2024. Non-GAAP EPS for the second quarter of 2025 grew 12% to $2.95, compared to $2.63 for the second quarter of 2024.

“Our team

continues to execute extremely well and we delivered excellent results again this quarter, driven by robust instrument replacement trends–particularly among large pharma and CDMO customers,” said Dr. Udit Batra, President &

CEO, Waters Corporation. “Our performance reflects strong execution against our commercial growth initiatives, rapid uptake of our new products, and contribution from incremental growth vectors such asGLP-1s, PFAS and generics. As a result, we are raising our full-year sales and earnings guidance.”

Dr. Batra continued, “The strength of our core business provides the foundation for our next phase of growth. Our combination with BD

Biosciences & Diagnostic Solutions accelerates our strategy into multiple high-growth adjacencies, while extending the reach of our proven execution model into resilient, high-volume end markets. We are well positioned to drive substantial

value creation for shareholders with synergies that create immediate impact. Integration planning is underway, and I’m pleased to share that Chris Ross, SVP of Global Operations, will lead this effort. Chris and I successfully partnered on the

EMD Millipore–Sigma-Aldrich integration, and I’m confident in his leadership to deliver strong results once again.”

A description and reconciliation of GAAP to non-GAAP results appear

in the tables below and can be found on the Company’s website www.waters.com in the Investor Relations section.

Full-Year and Third Quarter 2025

Financial Guidance

Full-Year 2025 Financial Guidance

The Company is G1raising its full-year 2025 constant currency sales growth guidance to the range of +5.5% to +7.5%. Net of currency translation, the Company is

G2raising its full-year 2025 reported sales growth to the range of +5.0% to +7.0%.

The Company is G3raising its full-year 2025 non-GAAP EPS guidance to the

range of $12.95 to $13.05. This reflects year-over-year growth of approximately +9% to +10%, and +10% to +11% on a constant currency basis.

Third

Quarter 2025 Financial Guidance

The Company expects G4third quarter 2025 constant currency sales growth in the range of +5.0% to +7.0%. Net of currency

translation, G5third quarter 2025 reported sales growth is expected in the range of +4.5% to +6.5%.

The Company expects G6third quarter 2025 non-GAAP EPS to be in the range of $3.15 to $3.25, which reflects year-over-year growth of approximately +8% to +11%.

Please refer to the tables below for a reconciliation of the projected GAAP to non-GAAP financial outlook for the

full-year and third quarter.

Conference Call Details

Waters Corporation will webcast its second quarter 2025 financial results conference call today, August 4, 2025, at 8:00 a.m. Eastern Time. To listen to

the call and see the accompanying slide presentation, please visit www.waters.com, select “Investor Relations” under the “About Waters” section, navigate to “Events & Presentations,” and click on the

“Webcast.” A replay will be available through at least September 2, 2025.

About Waters Corporation

Waters Corporation (NYSE:WAT) is a global leader in analytical instruments, separations technologies, and software, serving the life, materials, food, and

environmental sciences for over 65 years. Our Company helps ensure the efficacy of medicines, the safety of food and the purity of water, and the quality and sustainability of products used every day. In over 100 countries, our 7,600+ passionate

employees collaborate with customers in laboratories, manufacturing sites, and hospitals to accelerate the benefits of pioneering science.

Additional Information and Where to Find It

This release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of

any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act

of 1933, as amended (the “Securities Act”), and otherwise in accordance with applicable law.

In connection with the proposed transaction

between Waters, Augusta SpinCo Corporation (“SpinCo”) and Becton, Dickinson and Company (“BD”), the parties intend to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including,

among other filings, a registration statement on Form S-4 to be filed by Waters (the “Form S-4”) that will include a preliminary proxy statement/prospectus of

Waters and a definitive proxy statement/prospectus of Waters, the latter of which will be mailed to stockholders of Waters, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the FormS-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from BD. INVESTORS AND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO

READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME

AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy

statement/prospectus (when available) and other documents filed with the SEC by Waters, SpinCo or BD through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Waters will be available free of charge on

Waters’ website at waters.com under the tab “About Waters” and under the heading “Investor Relations” and subheading “Financials—SEC Filings.” Copies of the documents filed with the SEC by BD and SpinCo will

be available free of charge on BD’s website at bd.com under the tab “About BD” and under the heading “Investors” and subheading “SEC Filings.”

Participants in the Solicitation

Waters

and BD and their respective directors and executive officers may be considered participants in the solicitation of proxies from Waters’ stockholders in connection with the proposed transaction. Information about the directors and executive

officers of Waters is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 25, 2025, and its proxy statement for its 2025 annual meeting, which was filed with the SEC on April 9,

2025. To the extent holdings of Waters’ securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on

Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Waters and other information regarding the potential participants in the proxy solicitations and a description of

their direct and indirect interests, by security holdings or

otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction. Information about the directors and

executive officers of BD is set forth in its Annual Report on Form 10-K for the year ended September 30, 2024, which was filed with the SEC on November 27, 2024, and its proxy statement for its

2025 annual meeting, which was filed with the SEC on December 19, 2024. To the extent holdings of BD’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be

reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the

SEC at www.sec.gov and from Waters’ website and BD’s website as described above.

Non-GAAP Financial

Measures

This release contains financial measures, such as constant currency growth rates, adjusted operating income, adjusted net income, adjusted

earnings per diluted share and free cash flow, among others, which are considered “non-GAAP” financial measures under applicable U.S. Securities and Exchange Commission rules and regulations. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company’s

definitions of these non-GAAP measures may differ from similarly titled measures used by others. The non-GAAP financial measures used in this release adjust for

specified items that can be highly variable or difficult to predict. The Company generally uses these non-GAAP financial measures to facilitate management’s financial and operational decision-making,

including evaluation of the Company’s historical operating results, comparison to competitors’ operating results and determination of management incentive compensation. These non-GAAP financial

measures reflect an additional way of viewing aspects of the Company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and

trends affecting the Company’s business. Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company’s reported results of operations, management

strongly encourages investors to review the Company’s consolidated financial statements and publicly filed reports in their entirety. Definitions of the non-GAAP financial measures and reconciliations to the most directly comparable GAAP

financial measures are included in the tables accompanying this release.

Cautionary Statement

This release contains “forward-looking” statements regarding future results and events. For this purpose, any statements that are not statements of

historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words “feels”, “believes”, “anticipates”, “plans”, “expects”, “intends”, “suggests”,

“appears”, “estimates”, “projects” and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. Our actual future results may differ significantly from the

results discussed in the forward-looking statements within this release for a variety of reasons, including and without limitation, risks or uncertainties related to expectations regarding our strategy, our future financial and operational

performance, future economic and market conditions, including our expectations about the growth rates of certain markets, our strategic initiatives, including our instrument replacement initiatives, respond and adapt to changing global dynamics,

including the

potential impacts of tariffs and supply chain challenges, our ability to retain and attract customers in various geographies and market segments, our market size and growth opportunities, our

competitive positioning, projected costs, technological capabilities and plans, and objectives of management. Furthermore, important factors related to the proposed transaction between Waters, BD and SpinCo could cause actual results to differ

materially from those currently anticipated, including that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental

entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of

Waters may not be obtained, the risk that the proposed transaction may not be completed on the terms or in the time frame expected by Waters, or at all, unexpected costs, charges or expenses resulting from the proposed transaction, uncertainty of

the expected financial performance of the combined company following completion of the proposed transaction, failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed

transaction or integrating the businesses of Waters and SpinCo, on the expected timeframe or at all, the ability of the combined company to implement its business strategy, difficulties and delays in the combined company achieving revenue and cost

synergies, inability of the combined company to retain and hire key personnel, the occurrence of any event that could give rise to termination of the proposed transaction, the risk that stockholder litigation in connection with the proposed

transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability, evolving legal, regulatory and tax regimes,

changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies around tariffs, actions by third parties, including government agencies, the risk that the anticipated tax

treatment of the proposed transaction is not obtained, the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of BD, risks related to the disruption of management time from ongoing business

operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers, or other

counterparties; and other risk factors detailed from time to time in Waters’ reports filed with the SEC. Such factors and others are discussed more fully in the sections entitled “Forward-Looking Statements” and “Risk

Factors” of the Company’s annual report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”), which discussions are

incorporated by reference in this release, as updated by the Company’s future filings with the SEC. The forward-looking statements included in this release represent the Company’s estimates or views as of the date of this release and

should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this release. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.

Waters Corporation and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Three Months Ended

Six Months Ended

Net sales

$

$

$

$

Costs and operating expenses:

Cost of sales

Selling and administrative expenses

Research and development expenses

Purchased intangibles amortization

Litigation provision

—

—

—

Operating income

Other (expense) income, net

)

)

Interest expense, net

)

)

)

)

Income from operations before income taxes

Provision for income taxes

Net income

$

$

$

$

Net income per basic common share

$

$

$

$

Weighted-average number of basic common shares

Net income per diluted common share

$

$

$

$

Weighted-average number of diluted common shares and equivalents

Waters Corporation and Subsidiaries

Reconciliation of GAAP to Adjusted Non-GAAP

Net Sales by Operating Segments, Products & Services, Geography and Markets

(In thousands)

Three Months Ended

Percent

Change

Impact of

Currency

Constant

Currency

Growth Rate (a)

NET SALES - OPERATING SEGMENTS

Waters

$

$

%

1

%

%

TA

(4

%)

2

%

(6

%)

Total

$

$

9

%

1

%

8

%

NET SALES - PRODUCTS & SERVICES

Instruments

$

$

5

%

1

%

4

%

Service

9

%

0

%

9

%

Chemistry

%

1

%

%

Total Recurring

%

1

%

%

Total

$

$

9

%

1

%

8

%

NET SALES - GEOGRAPHY

Asia

$

$

%

(2

%)

%

Americas

2

%

0

%

2

%

Europe

%

6

%

8

%

Total

$

$

9

%

1

%

8

%

NET SALES - MARKETS

Pharmaceutical

$

$

%

1

%

%

Industrial

7

%

1

%

6

%

Academic & Government

0

%

3

%

(3

%)

Total

$

$

9

%

1

%

8

%

(a)

The Company believes that referring to comparable constant currency growth rates is a useful way to evaluate

the underlying performance of Waters Corporation’s net sales. Constant currency growth, a non-GAAP financial measure, measures the change in net sales between current and prior year periods, excluding the

impact of foreign currency exchange rates during the current period. See description of non-GAAP financial measures contained in this release.

Waters Corporation and Subsidiaries

Reconciliation of GAAP to Adjusted Non-GAAP

Net Sales by Operating Segments, Products & Services, Geography and Markets

(In thousands)

Six Months Ended

Percent

Change

Impact of

Currency

Constant

Currency

Growth Rate (a)

NET SALES - OPERATING SEGMENTS

Waters

$

$

8

%

(1

%)

9

%

TA

(2

%)

1

%

(3

%)

Total

$

$

7

%

(1

%)

7

%

NET SALES - PRODUCTS & SERVICES

Instruments

$

$

7

%

(1

%)

7

%

Service

5

%

(1

%)

6

%

Chemistry

%

0

%

%

Total Recurring

6

%

(1

%)

8

%

Total

$

$

7

%

(1

%)

7

%

NET SALES - GEOGRAPHY

Asia

$

$

9

%

(4

%)

%

Americas

4

%

0

%

4

%

Europe

7

%

2

%

5

%

Total

$

$

7

%

(1

%)

7

%

NET SALES - MARKETS

Pharmaceutical

$

$

8

%

(1

%)

9

%

Industrial

6

%

0

%

6

%

Academic & Government

0

%

0

%

0

%

Total

$

$

7

%

(1

%)

7

%

(a)

The Company believes that referring to comparable constant currency growth rates is a useful way to evaluate

the underlying performance of Waters Corporation’s net sales. Constant currency growth, a non-GAAP financial measure, measures the change in net sales between current and prior year periods, excluding the

impact of foreign currency exchange rates during the current period. See description of non-GAAP financial measures contained in this release.

Waters Corporation and Subsidiaries

Reconciliation of GAAP to Adjusted Non-GAAP Financials

(In thousands, except per share data)

Selling &

Administrative

Expenses (a)

Research &

Development

Expenses

Operating

Income

Operating

Income

Percentage

Other

(Expense)

Income

Income from

Operations

before

Income

Taxes

Provision for

Income

Taxes

Net

Income

Diluted

Earnings

per Share

GAAP

$

$

$

%

$

)

$

$

$

$

Adjustments:

Purchased intangibles

amortization (b)

)

—

%

—

Restructuring costs and certain other items(c)

)

—

%

—

ERP implementation and transformation costs(d)

)

—

%

—

Acquisition related costs (e)

)

—

%

—

Retention bonus obligation (g)

)

)

%

—

Adjusted Non-GAAP

$

$

$

%

$

)

$

$

$

$

GAAP

$

$

$

%

$

)

$

$

$

$

Adjustments:

Purchased intangibles

amortization (b)

)

—

%

—

Restructuring costs and certain other items(c)

)

—

%

—

Retention bonus obligation (g)

)

)

%

—

Adjusted Non-GAAP

$

$

$

%

$

)

$

$

$

$

GAAP

$

$

$

%

$

$

$

$

$

Adjustments:

Purchased intangibles

amortization (b)

)

—

%

—

Restructuring costs and certain other items(c)

)

—

%

—

ERP implementation and transformation costs(d)

)

—

%

—

Acquisition related costs (e)

)

—

%

—

Retention bonus obligation (g)

)

)

%

—

Adjusted Non-GAAP

$

$

$

%

$

$

$

$

$

GAAP

$

$

$

%

$

$

$

$

$

Adjustments:

Purchased intangibles

amortization (b)

)

—

%

—

Restructuring costs and certain other items(c)

)

—

%

—

Litigation provision and

settlement (f)

)

—

%

—

Retention bonus obligation (g)

)

)

%

—

Adjusted Non-GAAP

$

$

$

%

$

$

$

$

$

(a)

Selling & administrative expenses include purchased intangibles amortization and litigation provisions

and settlements.

(b)

The purchased intangibles amortization, a non-cash expense, was

excluded to be consistent with how management evaluates the performance of its core business against historical operating results and the operating results of competitors over periods of time.

(c)

Restructuring costs and certain other items were excluded as the Company believes that the cost to consolidate

operations, reduce overhead, and certain other income or expense items are not normal and do not represent future ongoing business expenses of a specific function or geographic location of the Company.

(d)

ERP implementation and transformation costs represent costs related to the Company’s initiative to

transition from its legacy enterprise resource planning (ERP) system to a new global ERP solution with a cloud-based infrastructure. These costs, which do not represent normal or future ongoing business expenses, areone-time, non-recurring costs related to the establishment of our new global ERP solution that were determined to be non-capitalizable in accordance with accounting

standards.

(e)

Acquisition related costs include all incremental costs incurred to effect the business combination, such as

advisory, legal, accounting, tax, valuation, and other professional fees. The Company believes that these costs are not normal and do not represent future ongoing business expenses.

(f)

Litigation provisions and settlement gains were excluded as these items are isolated, unpredictable and not

expected to recur regularly.

(g)

In connection with the Wyatt acquisition, the Company recognized atwo-year retention bonus obligation that is contingent upon the employee’s providing future service and continued employment with Waters. The Company believes that these costs are not normal and do not

represent future ongoing business expenses.

Waters Corporation and Subsidiaries

Preliminary Condensed Unclassified Consolidated Balance Sheets

(In thousands and unaudited)

Cash and cash equivalents

$

$

Accounts receivable

Inventories

Property, plant and equipment, net

Intangible assets, net

Goodwill

Other assets

Total assets

$

$

Notes payable and debt

$

$

Other liabilities

Total liabilities

Total stockholders’ equity

Total liabilities and stockholders’ equity

$

$

Waters Corporation and Subsidiaries

Preliminary Condensed Consolidated Statements of Cash Flows

(In thousands and unaudited)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

Net income

$

$

$

$

Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation

Depreciation and amortization

Change in operating assets and liabilities and other, net

)

)

)

)

Net cash provided by operating activities

Cash flows from investing activities:

Additions to property, plant, equipment and software capitalization

)

)

)

)

Business acquisitions, net of cash acquired

)

—

)

—

Investments in unaffiliated companies

)

—

)

)

Net change in investments

—

)

—

)

Net cash used in investing activities

)

)

)

)

Cash flows from financing activities:

Net change in debt

)

)

)

)

Proceeds from stock plans

Purchases of treasury shares

)

)

)

)

Other cash flow from financing activities, net

)

Net cash used in financing activities

)

)

)

)

Effect of exchange rate changes on cash and cash equivalents

(Decrease) increase in cash and cash equivalents

)

)

)

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

$

$

$

$

Reconciliation of GAAP Cash Flows from Operating Activities to Free Cash Flow (a)

Net cash provided by operating activities - GAAP

$

$

$

$

Adjustments:

Additions to property, plant, equipment and software capitalization

)

)

)

)

Tax reform payments

Litigation settlements paid, net

—

—

Payment of Wyatt retention bonus obligation(b)

Free Cash Flow - Adjusted Non-GAAP

$

$

$

$

(a)

The Company defines free cash flow as net cash flow from operations accounted for under GAAP less capital

expenditures and software capitalizations plus or minus any unusual and non recurring items. Free cash flow is not a GAAP measurement and may not be comparable to free cash flow reported by other companies.

(b)

During the six months ended June 28, 2025 and June 29, 2024, the Company made retention payments

under the Wyatt retention bonus program. The Company believes that these payments are not normal and do not represent future ongoing business expenses.

Waters Corporation and Subsidiaries

Reconciliation of Projected GAAP to Adjusted Non-GAAP Financial Outlook

Twelve Months Ended

Three Months Ended

Range

Range

Projected Sales

Constant currency sales growth rate(a)

—

—

Currency translation impact

—

—

Sales growth rate as reported

—

—

Range

Range

Projected Earnings Per Diluted Share

G7G8GAAP earnings per diluted share

$

—

$

$

—

$

Adjustments:

Purchased intangibles amortization

$

—

$

$

—

$

Restructuring costs and certain other items

$

—

$

$

—

$

ERP implementation and transformation costs

$

—

$

$

—

$

Acquisition related costs

$

—

$

$

—

$

Retention bonus obligation

$

—

$

$

—

—

$

—

Adjusted non-GAAP earnings per diluted share

$

—

$

$

—

$

(a)

Constant currency growth rates are a non-GAAP financial measure that

measures the change in net sales between current and prior year periods, excluding the impact of foreign currency exchange rates during the current period. These amounts are estimated at the current foreign currency exchange rates and based on the

forecasted geographical sales in local currency, as well as an assessment of market conditions as of today, and may differ significantly from actual results.

These forward-looking adjustment estimates do not reflect future gains and charges that are inherently difficult to predict and estimate due to their unknown

timing, effect and/or significance.